Stock Sale Agreement
THIS
STOCK SALE AGREEMENT (this “Agreement”) made by and among ViewTrade
Securities Inc.
(“ViewTrade”), Black Sea Trading, Inc. (“Black Sea”) and Arimathea Ltd.
(“Arimathea”) as of this 19th day of August, 2008 (this
“Agreement”).
WHEREAS, Black
Sea maintains a securities trading account at ViewTrade in which it holds
------------* shares of -------------* (“---* Shares”) and 3,270,000 shares of
Prime Sun Power Inc. (“PSP Shares”);
WHEREAS,
ViewTrade has a margin call on the ---* Shares and PSP Shares in the Black
Sea
trading account and is currently liquidating such shares;
WHEREAS,
Black Sea desires to sell to Arimathea, and Arimathea desires to purchase,
all
of the ---* Shares and PSP Shares and have ViewTrade stop liquidating such
shares;
NOW,
THEREFORE, in consideration of these premises and of the mutual covenants,
representations and warranties set forth herein, which the parties agree is
adequate and sufficient in all respects, the parties agree as
follows:
| 1. |
Black
Sea shall sell, and Arimathea shall purchase, all of the ---* Shares
and
all of the PSP Shares for an aggregate purchase price of $4,500,000.00
(four million five hundred thousand dollars) (the “Purchase Price”). To
the extent that ViewTrade sells any of the ---* Shares or the PSP
Shares
prior to the receipt of the initial $900,000.00 payment referenced
below,
the Purchase Price and the ---* Shares and the PSP Shares will be
adjusted
accordingly.
|
| 2. |
The
Purchase Price shall be paid to ViewTrade in increments of $900,000.00
(nine hundred thousand dollars), payable in cash via wire transfer
once
per week commencing on Wednesday, August 20, 2008, and on each Wednesday
thereafter until the Purchase Price has been paid in full. The Purchase
Price shall be allocated on a pro-rata basis between the purchase
of the
---* Shares and the PSP Shares (i.e. each of the ---* Shares and
the PSP
Shares shall be valued equally). No other payment or consideration
will be
required for purchase of all of the ---* Shares or the PSP Shares.
|
| 3. |
Upon
payment in full of the Purchase Price, ViewTrade shall transfer all
---*
Shares and PSP Shares to a brokerage account designated by Arimathea,
it
being agreed and acknowledged that such account must be carried by
a
clearing broker other than Xxxxxx Financial Services, Inc. (“Xxxxxx”).
Arimathea may at any time at its sole discretion pre-pay all remaining
incremental payments in order to completely pay in full the Purchase
Price
upon which action ViewTrade shall immediately perform its obligations
under the foregoing sentence.
|
| 4. |
Subsequent
to the receipt of the initial $900,000.00 payment referenced above,
ViewTrade shall not sell or otherwise transfer, except as provided
in this
Agreement, any of the ---* Shares or the PSP Shares unless any subsequent
payment contemplated by this Agreement is not received by ViewTrade
when
such payment is due. If any subsequent payment is not received when
due,
ViewTrade shall be freed from all obligations under this Agreement.
ViewTrade shall not permit any party to borrow the ---* Shares or
PSP
Shares nor shall it permit any party to utilize the ---* Shares or
PSP
Shares as the basis for satisfying any request to locate shares pursuant
to Rule 203 (b)(i)(2) of Regulation SHO or otherwise, and ViewTrade
shall
cause any and all affiliates and clearing firms, including, without
limitation, Xxxxxx Financial Services, Inc. and its respective affiliates,
to comply with the foregoing conditions restricting sale and
non-availability of the ---* Shares and PSP Shares for loans, borrowing,
locating or any other transfer.
|
| 5. |
This
Agreement may be executed in one or more counterparts each of which
shall
be deemed an original, but all of which shall together constitute
one and
the same instrument. This Agreement may be executed and delivered
by
facsimile or scanned signatures which shall be deemed to constitute
an
original. This Agreement shall not be modified, amended or waived
except
by a written instrument signed by the party against whom any such
modification, amendment or waiver is sought. This Agreement and the
rights, interests and obligations hereunder are not transferable
or
assignable.
|
| 6. |
Each
signatory below hereby represents and warrants that it has the power
and
authority to enter into this Agreement. This Agreement is binding
on and
for the benefit of the parties and their respective successors and
assigns. The parties agree that the terms of this Agreement are strictly
confidential.
|
| 7. |
This
Agreement shall be governed by the laws of the State of Texas as
to all
matters, including but not limited to matters of validity, construction,
effect and performance, exclusive of the principles of conflicts
of laws
thereof. This Agreement is executed and performable in part in Dallas
County, Texas. All lawsuits or claims arising from this Agreement
shall be
brought in the civil district courts of Dallas County,
Texas.
|
| 8. |
Each
signatory below hereby agrees and acknowledges that Xxxxxx is an
intended
third party beneficiary of this Agreement. Xxxxxx shall be entitled
to
enforce the rights of any party to this Agreement to the extent it
deems
reasonably necessary to enforce any contractual, equitable, or other
rights it may have with respect to any party hereto. To the extent
that
any provision of this Agreement conflicts with any agreement Xxxxxx
has
with any party hereto, the provisions of such other agreement shall
prevail over the terms of this Agreement. The obligations of any
party
hereto to Xxxxxx arising from this Agreement shall be joint and several.
The terms of this Agreement shall in no way affect or prejudice any
rights
Xxxxxx may have with respect to any party
hereto.
|
| 9. |
If
any provision of this Agreement is held invalid or unenforceable
by any
court of competent jurisdiction, the other provisions of this Agreement
will remain in full force and effect. Any provision of this Agreement
held
invalid or unenforceable only in part or degree will remain in full
force
and effect to the extent not held invalid or
unenforceable.
|
[Signature
Page Follows]
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IN
WITNESS WHEREOF, this Agreement has been executed by a duly authorized officer
of each of the parties hereto on the date first above written.
ViewTrade
Securities Inc.
By: /s/
Xxxxx St.
Clair
Name: Xxxxx
St.
Clair
Title: Managing
Director
By: /s/
Xxxxxx
Xxxxx
Name: Xxxxxx
Xxxxx
Title: Authorized
Officer
Black
Sea
Trading, Inc.
By: /s/
Xxxxxx
Xxxxx
Name: Xxxxxx
Xxxxx
Title: President
*Portions
of this Exhibit have been omitted pursuant to a request for confidentiality
under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A
copy of this Exhibit with all sections intact has been filed separately with
the
Securities and Exchange Commission.
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